Form 8-K

8-K — MONRO, INC.

Accession: 0001193125-26-240509

Filed: 2026-05-27

Period: 2026-05-27

CIK: 0000876427

SIC: 7500 (SERVICES-AUTOMOTIVE REPAIR, SERVICES & PARKING)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — d128639d8k.htm (Primary)

EX-99.1 (d128639dex991.htm)

EX-99.2 (d128639dex992.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: d128639d8k.htm · Sequence: 1

8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 27, 2026

MONRO, INC.

(Exact name of registrant as specified in its charter)

New York

0-19357

16-0838627

(State of

Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

295 Woodcliff Drive, Suite 202, Fairport, New York

14450

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (800) 876-6676

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $.01 per share

MNRO

The Nasdaq Stock Market

Rights to Purchase Series D Junior Participating Serial Preferred Stock

MNRO

The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02

Results of Operations and Financial Condition.

On May 27, 2026, Monro, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and fiscal year ended March 28, 2026. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under such section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

Item 7.01

Regulation FD Disclosure.

Also on May 27, 2026, the Company issued a press release announcing the initiation of a review of strategic alternatives. A copy of the press release is furnished herewith as Exhibit 99.2 to this Current Report on Form 8-K.

Item 8.01

Other Events.

On May 27, 2026, the Company also announced that its Board of Directors declared a quarterly cash dividend of $.28 per share for the first quarter of the Company’s 2027 fiscal year, ending March 27, 2027. The dividend will be payable on June 16, 2026 to shareholders of record as of June 2, 2026, including shares of common stock to which the holders of the Company’s Class C Convertible Preferred Stock are entitled.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

99.1

Press release announcing financial results

99.2

Press release announcing review of strategic alternatives

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MONRO, INC.

(Registrant)

May 27, 2026

By:

/s/ Maureen E. Mulholland

Maureen E. Mulholland

Executive Vice President – Chief Legal Officer and Secretary

EX-99.1

Filename: d128639dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

295 Woodcliff Drive, Suite 202, Fairport, New York 14450

CONTACT:

Investors and Media: Felix Veksler

Vice President, Investor Relations

ir@monro.com

FOR IMMEDIATE

RELEASE

MONRO, INC. ANNOUNCES FOURTH QUARTER AND FISCAL 2026 FINANCIAL RESULTS

•

Fourth Quarter Gross Margin Expanded 90 Basis Points Year-over-Year

•

Approved First Quarter Fiscal 2027 Cash Dividend of $.28 per Share

FAIRPORT, N.Y. – May 27, 2026 – Monro, Inc. (Nasdaq: MNRO), a leading provider of automotive repair and tire services,

today announced financial results for its fourth quarter and fiscal year ended March 28, 2026.

Fourth Quarter Results

Sales for the fourth quarter of the fiscal year ended March 28, 2026 (“fiscal 2026”) decreased 7.2% to $273.8 million, as compared to

sales of $295.0 million for the fourth quarter of the fiscal year ended March 29, 2025 (“fiscal 2025”). This was primarily driven by a reduction in sales from the closure of 145 underperforming stores in the first quarter of

fiscal 2026, as well as a 2.4% decrease in comparable store sales from continuing store locations. Comparable store sales, adjusted for days, increased 2.8%1 in the prior year period. Comparable

store sales, unadjusted for days, decreased 3.6% in the prior year period.

Comparable store sales increased 1% for front end/shocks. Comparable store

sales decreased 1% for brakes, 2% for maintenance services and tires, 3% for batteries, and 4% for alignments compared to the prior year period. Please refer to the “Comparable Store Sales” section below for a discussion of how the

Company defines comparable store sales.

Gross margin increased 90 basis points compared to the prior year period, primarily from lower technician labor

costs as a percentage of sales, which was partially offset by higher material costs as well as higher occupancy costs as a percentage of sales.

Adjusted for six fewer selling days in the fourth quarter of fiscal 2025 due to an extra week of sales in

fiscal 2024 and a shift in the Christmas holiday from the fourth quarter in fiscal 2024 to the third quarter in fiscal 2025.

Total operating expenses for the fourth quarter of fiscal 2026 were $98.1 million, or 35.8% of sales,

as compared to $121.1 million, or 41.1% of sales in the prior year period. The decrease was primarily driven by $22.5 million of higher store impairment costs in the prior year period related to certain owned and leased assets,

$6.9 million of lower costs from the closure of 145 underperforming stores in the first quarter of fiscal 2026, and a decrease of $1.8 million in management restructuring/transition costs. These were partially offset by $6.9 million

of increased marketing costs to support the Company’s topline sales and $2.7 million of costs incurred in connection with consultants related to the Company’s operational improvement plan.

Operating loss for the fourth quarter of fiscal 2026 was $5.2 million, or -1.9% of sales, as compared to

operating loss of $23.8 million, or -8.1% of sales in the prior year period. Adjusted operating loss, a non-GAAP measure, for the fourth quarter of fiscal 2026 was

$2.6 million, or -0.9% of sales, as compared to adjusted operating income of $1.4 million, or 0.5% of sales in the prior year period. Please refer to the reconciliation of adjusted operating (loss)

income in the table below for details regarding excluded items in the fourth quarters of fiscal 2026 and 2025. Please refer to the “Non-GAAP Financial Measures” section below for a discussion of

this non-GAAP measure.

Interest expense was $4.1 million for the fourth quarter of fiscal 2026, as compared

to $4.4 million for the fourth quarter of fiscal 2025, principally due to a decrease in weighted average debt.

Income tax benefit in the fourth

quarter of fiscal 2026 was $2.6 million, or an effective tax rate of 28.6%, compared to an income tax benefit of $6.8 million, or an effective tax rate of 24.3% in the prior year period. The year-over-year difference in effective tax rate

is primarily related to a decrease in unrecognized tax benefits as well as the impact from other adjustments, none of which are significant, on the change in pre-tax loss.

Net loss for the fourth quarter of fiscal 2026 was $6.6 million, as compared to a net loss of $21.3 million in the same period of the prior year.

Diluted loss per share for the fourth quarter of fiscal 2026 was $.23. This compares to diluted loss per share of $.72 in the fourth quarter of fiscal 2025. Adjusted diluted loss per share, a non-GAAP measure,

for the fourth quarter of fiscal 2026 was $.16. This compares to adjusted diluted loss per share of $.09 in the fourth quarter of fiscal 2025. Please refer to the reconciliation of adjusted net loss and adjusted diluted loss per share in the tables

below for details regarding excluded items in the fourth quarters of fiscal 2026 and 2025. Please refer to the “Non-GAAP Financial Measures” section below for a discussion of these non-GAAP measures.

Monro ended the fourth quarter with 1,115 company-operated stores and 47 franchised locations.

“Our fourth quarter results were challenged by a difficult operating environment in the full-service auto aftermarket. As we believe was the case with

other tire sellers, this was primarily driven by persistent weakness in tire units that began in fiscal January and continued throughout the quarter. In addition, severe winter weather in fiscal February across our geographic footprint forced

temporary store closures and significantly reduced customer traffic during what should have been a busy winter maintenance period. We experienced a 5% decline

in tire units during the quarter, which we believe aligns with broader industry trends. Our tire category was pressured as consumers continued to defer spending in higher-ticket categories and

gravitated toward lower-cost alternatives. Both comparable store sales and tire units showed sequential improvement in fiscal March, partially recovering from the February weather disruptions. Store traffic also improved sequentially, giving us

confidence that underlying demand for our services remains intact, despite a challenging backdrop. Despite the overall sales challenges, our higher-margin service categories continued to deliver value to our many full-service customers and

reinforces our strength as a full-service provider. This capability serves as proof that our store teams are effectively utilizing ConfiDrive to identify and communicate service needs to customers. Our gross margin performance was a bright spot,

expanding 90 basis points year-over-year to 33.9%. This improvement demonstrates productivity gains from our labor force, even as we navigate cost pressures and shifting customer preferences toward lower-tier products. Importantly, we maintained our

marketing investment throughout the quarter, despite the sales headwinds. Monro delivered positive comp store sales in fiscal 2026 for the first time in three years, closed 145 stores that were not going to reach our profit expectations, and

dramatically improved our inventory position. And, while the fourth quarter tested our resolve, our results for the full year of fiscal 2026 also validate that our strategic initiatives are working well over time and position us to capitalize when

market conditions improve”, said Peter Fitzsimmons, President and Chief Executive Officer.

Fitzsimmons continued, “The traction we’re

seeing in some districts across our chain in tires and service categories reinforces that we have the ability to drive significant value for our customers that we believe will translate to sales and profit growth.”

Full Year Results

•

Sales decreased 3.2% to $1.157 billion from $1.195 billion in fiscal 2025, primarily driven by the

closure of 145 underperforming stores in the first quarter of fiscal 2026. Comparable store sales increased 1.4%, compared to a decrease of 3.5%2 in the prior year period. Comparable store sales,

unadjusted for days, decreased 5.3% in the prior year period.

•

Gross margin for fiscal 2026 was 35.0%, compared to 34.9% in the prior year period, primarily due to lower

occupancy costs as a percentage of sales due to store closures and higher comparable store sales, which were partially offset by higher technician labor costs as a percentage of sales, mostly due to wage inflation.

•

Total operating expenses for fiscal 2026 were $385.2 million, or 33.3% of sales compared to

$405.1 million, or 33.9% of sales in the prior year period. The decrease was principally due to $25.1 million of lower costs from the closure of stores and $24.1 million of lower store impairment costs related to certain owned and

leased assets, which were partially offset by $20.3 million of costs incurred in connection with consultants related to the Company’s operational improvement plan and $14.1 million of increased marketing costs.

Adjusted for a 53-week year in fiscal 2024.

•

Operating income was 1.7% of sales, compared to 1.1% of sales in the prior year period. Adjusted operating

income, a non-GAAP measure, was 3.1% of sales, as compared to 3.4% of sales in the prior year period. Please refer to the reconciliation of adjusted operating income in the tables below for details regarding

excluded items in fiscal 2026 and 2025. Please refer to the “Non-GAAP Financial Measures” section below for a discussion of this non-GAAP measure.

•

Net income for fiscal 2026 was $2.2 million, or $.03 per diluted share, as compared to a net loss of

$5.2 million, or $.22 per diluted share in the prior year period.

•

Adjusted diluted earnings per share, a non-GAAP measure, in fiscal 2026

was $.42. This compares to adjusted diluted earnings per share of $.48 in fiscal 2025. Please refer to the reconciliation of adjusted net income and adjusted diluted earnings per share in the tables below for details regarding excluded items in

fiscal 2026 and 2025. Please refer to the “Non-GAAP Financial Measures” section below for a discussion of these non-GAAP measures.

Strong Financial Position

During fiscal 2026, the

Company generated operating cash flow of $70 million. As of March 28, 2026, the Company had availability under its credit facility of $410 million and cash and equivalents of $14.6 million.

Fourth Quarter Fiscal 2026 and First Quarter Fiscal 2027 Cash Dividend

On March 10, 2026, the Company paid a cash dividend for the fourth quarter of fiscal 2026 of $.28 per share.

The Company also announced today that its Board of Directors has approved a cash dividend for the first quarter of fiscal year 2027 of $.28 per share. The

cash dividend is payable on June 16, 2026 on the Company’s outstanding shares of common stock, including the shares of common stock to which the holders of the Company’s Class C Convertible Preferred Stock are entitled. The

dividend is payable to shareholders of record on June 2, 2026.

Company Expectations

Monro is not providing fiscal 2027 financial guidance at this time but will provide perspective on its expectations for fiscal 2027 during its earnings

conference call.

Earnings Conference Call and Webcast

The Company will host a conference call and audio webcast on May 27, 2026 at 8:30 a.m. Eastern Time. The conference call may be accessed by dialing 1-833-470-1428 and using the required access code of 275752. A replay will be available approximately two hours after the recording

through Wednesday, June 10, 2026 and can be accessed by dialing 1-866-813-9403 and using the required access code of 930306.

A replay can also be accessed via audio webcast at the Investors section of the Company’s website, located at corporate.monro.com/investors.

About Monro, Inc.

Monro, Inc. (NASDAQ: MNRO) is

one of the nation’s leading automotive service and tire providers, delivering best-in-class auto care to communities across the country, from oil changes, tires

and parts installation, to the most complex vehicle repairs. With a focus on sustainable growth, the Company generated approximately $1.2 billion in sales in fiscal 2026. Monro brings customers the professionalism and high-quality service they

expect from a national retailer, with the convenience and trust of a neighborhood garage. Monro’s highly trained teammates and certified technicians bring together hands-on experience and state-of-the-art technology to diagnose and address automotive needs every day to get customers back on the road safely. For more

information, please visit corporate.monro.com.

Cautionary Note Regarding Forward-Looking Statements

The statements contained in this press release that are not historical facts may contain statements of future expectations and other forward-looking statements

made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by such words and phrases as “continue,” “expect,” “may,”

“believe,” “focus,” “will,” “plan,” “should,” and other similar words or phrases. Forward-looking statements are subject to risks, uncertainties and other important factors that could cause

actual results to differ materially from those expressed. These factors include, but are not necessarily limited to uncertainty related to the financial and operational impact of the operational improvement plan, product demand, advances in

automotive technologies including adoption of electric vehicle technology, our dependence on third parties for certain inventory, dependence on and competition within the primary markets in which the Company’s stores are located, the effect of

general business or economic and geopolitical conditions on the Company’s business, including consumer spending levels, inflation, and unemployment, seasonality, our ability to generate sufficient cash flows from operations and service our

debt obligations and comply with the terms of our credit agreement, changes in the U.S. trade environment, including the impact of tariffs on imported products, the impact of competitive services and pricing, product development, parts supply

restraints or difficulties, the impact of weather trends and natural disasters, industry regulation, risks relating to leverage and debt service (including sensitivity to fluctuations in interest rates), continued availability of capital resources

and financing, risks relating to protection of customer and employee personal data, risks relating to litigation, risks relating to

integration of acquired businesses and other factors set forth elsewhere herein and in the Company’s Securities and Exchange Commission filings, including the Company’s annual report

on Form 10-K for the fiscal year ended March 28, 2026, which the Company expects to file before the end of May 2026. Except as required by law, the Company does not undertake and specifically disclaims

any obligation to update any forward-looking statement to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.

Non-GAAP Financial Measures

In addition to reporting operating income (loss), net income (loss), and diluted earnings (loss) per share (“EPS”), which are generally accepted

accounting principles (“GAAP”) measures, this press release includes adjusted operating income (loss), adjusted net income (loss), and adjusted diluted EPS, which are non-GAAP financial measures.

The Company has included reconciliations from adjusted operating income (loss), adjusted net income (loss), and adjusted diluted EPS to their most directly comparable GAAP measures, operating income (loss), net income (loss), and diluted EPS.

Management views these non-GAAP financial measures as a way to better assess comparability between periods because management believes the non-GAAP financial measures

show the Company’s core business operations while excluding certain items that are not part of our core operations such as consulting costs related to the Company’s operational improvement plan, management restructuring/transition costs,

transition costs related to back-office optimization, store closing costs net of related gains on the sale of owned locations, lease assignments and early lease terminations, costs related to shareholder matters, costs related to store impairment

charges, net gain on sale of corporate headquarters, write-off of debt issuance costs, and litigation reserve costs.

These non-GAAP financial measures are not intended to represent, and should not be considered more meaningful than, or

as an alternative to, their most directly comparable GAAP measures. These non-GAAP financial measures may be different from similarly titled non-GAAP financial measures

used by other companies.

Comparable Store Sales

The Company defines comparable store sales as sales for locations that have been opened or owned at least one full fiscal year. The Company believes this

period is generally required for new store sales levels to begin to normalize. Management uses comparable store sales to assess the operating performance of the Company’s stores and believes the metric is useful to investors because the

Company’s overall results are dependent upon the results of its stores.

Source: Monro, Inc.

MNRO-Fin

###

MONRO, INC.

Financial Highlights

(Unaudited)

(Dollars and share

counts in thousands)

Quarter Ended Fiscal

March

2026

2025

% Change

Sales

273,839

294,992

(7.2

Cost of sales, including occupancy costs

180,965

197,712

(8.5

Gross profit

92,874

97,280

(4.5

Operating, selling, general and administrative expenses

98,090

121,126

(19.0

Operating loss

(5,216

)

(23,846

)

78.1

Interest expense, net

4,054

4,399

(7.8

Other income, net

(54

)

(144

)

(62.5

Loss before income taxes

(9,216

)

(28,101

)

67.2

Benefit from income taxes

(2,635

)

(6,826

)

(61.4

Net loss

(6,581

)

(21,275

)

69.1

Diluted loss per share

(0.23

)

(0.72

)

68.1

Weighted average number of diluted shares outstanding

30,020

29,950

Number of stores open (at end of quarter)

1,115

1,260

MONRO, INC.

Financial Highlights

(Unaudited)

(Dollars and share

counts in thousands)

Twelve Months Ended Fiscal

March

2026

2025

% Change

Sales

1,157,176

1,195,334

(3.2

Cost of sales, including occupancy costs

751,915

777,689

(3.3

Gross profit

405,261

417,645

(3.0

Operating, selling, general and administrative expenses

385,232

405,080

(4.9

Operating income

20,029

12,565

59.4

Interest expense, net

17,233

18,924

(8.9

Other income, net

(304

)

(446

)

(31.8

Income (loss) before income taxes

3,100

(5,913

)

152.4

Provision for (benefit from) income taxes

927

(731

)

226.8

Net income (loss)

2,173

(5,182

)

141.9

Diluted earnings (loss) per share

0.03

(0.22

)

113.6

Weighted average number of diluted shares outstanding

30,002

29,937

MONRO, INC.

Financial Highlights

(Unaudited)

(Dollars in thousands)

March 28,

2026

March 29,

2025

Assets

Cash and equivalents

14,633

20,762

Inventory

155,270

181,467

Other current assets

66,738

75,170

Total current assets

236,641

277,399

Property and equipment, net

241,857

258,949

Finance lease and financing obligation assets, net

148,807

159,794

Operating lease assets, net

175,899

181,587

Other non-current assets

764,773

764,094

Total assets

1,567,977

1,641,823

Liabilities and Shareholders’ Equity

Current liabilities

517,837

524,290

Long-term debt

60,000

61,250

Long-term finance leases and financing obligations

193,173

220,783

Long-term operating lease liabilities

156,209

167,523

Other long-term liabilities

49,285

47,216

Total liabilities

976,504

1,021,062

Total shareholders’ equity

591,473

620,761

Total liabilities and shareholders’ equity

1,567,977

1,641,823

MONRO, INC.

Reconciliation of Adjusted Operating (Loss) Income

(Unaudited)

(Dollars in Thousands)

Quarter Ended Fiscal

March

2026

2025

Operating Loss

(5,216

)

(23,846

)

Consulting costs related to operational improvement plan

2,664

—

Transition costs related to back-office optimization

569

586

Store impairment charges

274

22,804

Costs related to shareholder matters

177

—

Management restructuring/transition costs

(a)

—

1,778

Net gain on sale of corporate headquarters

(b)

—

Store closing costs, net (c)

(1,020

)

Adjusted Operating (Loss) Income

(2,552

)

1,434

MONRO, INC.

Reconciliation of Adjusted Net Loss

(Unaudited)

(Dollars in Thousands)

Quarter Ended Fiscal

March

2026

2025

Net Loss

(6,581

)

(21,275

)

Consulting costs related to operational improvement plan

2,664

—

Transition costs related to back-office optimization

569

586

Store impairment charges

274

22,804

Costs related to shareholder matters

177

—

Management restructuring/transition costs

(a)

—

1,778

Net gain on sale of corporate headquarters

(b)

—

Store closing costs, net (c)

(1,020

)

Provision for income taxes on pre-tax adjustments (d)

(693

)

(6,246

)

Adjusted Net Loss

(4,610

)

(2,241

)

MONRO, INC.

Reconciliation of Adjusted Diluted Loss Per Share

(Unaudited)

Quarter Ended Fiscal

March

2026

2025

Diluted Loss Per Share

(0.23

)

(0.72

)

Consulting costs related to operational improvement plan

0.07

—

Transition costs related to back-office optimization

0.01

Store impairment charges

0.01

0.57

Costs related to shareholder matters

0.00

—

Management restructuring/transition costs

(a)

—

0.04

Net gain on sale of corporate headquarters

(b)

—

0.00

Store closing costs, net (c)

(0.03

)

0.00

Adjusted Diluted Loss Per Share

(0.16

)

(0.09

)

Note: Amounts may not foot due to rounding.

MONRO, INC.

Reconciliation

of Adjusted Operating Income

(Unaudited)

(Dollars in Thousands)

Twelve Months Ended

Fiscal March

2026

2025

Operating Income

20,029

12,565

Consulting costs related to operational improvement plan

20,302

—

Transition costs related to back-office optimization

2,185

2,263

Store impairment charges

274

24,355

Costs related to shareholder matters

274

—

Management restructuring/transition costs

(a)

—

1,778

Litigation reserve

—

650

Net gain on sale of corporate headquarters

(b)

—

(2,508

)

Store closing costs, net (c)

(7,290

)

1,203

Adjusted Operating Income

35,774

40,306

MONRO, INC.

Reconciliation of Adjusted Net Income

(Unaudited)

(Dollars in Thousands)

Twelve Months Ended

Fiscal March

2026

2025

Net Income (Loss)

2,173

(5,182

)

Consulting costs related to operational improvement plan

20,302

—

Transition costs related to back-office optimization

2,185

2,263

Store impairment charges

274

24,355

Costs related to shareholder matters

274

—

Write-off of debt issuance costs

263

—

Management restructuring/transition costs

(a)

—

1,778

Litigation reserve

—

650

Net gain on sale of corporate headquarters

(b)

—

(2,508

)

Store closing costs, net (c)

(7,290

)

1,203

Provision for income taxes on pre-tax adjustments (d)

(4,163

)

(6,935

)

Adjusted Net Income

14,018

15,624

MONRO, INC.

Reconciliation of Adjusted Diluted Earnings Per Share

(Unaudited)

Twelve Months Ended

Fiscal March

2026

2025

Diluted Earnings (Loss) Per Share

0.03

(0.22

)

Consulting costs related to operational improvement plan

0.50

—

Transition costs related to back-office optimization

0.05

0.06

Store impairment charges

0.01

0.61

Costs related to shareholder matters

0.01

—

Write-off of debt issuance costs

0.01

—

Management restructuring/transition costs

(a)

—

0.04

Litigation reserve

—

0.02

Net gain on sale of corporate headquarters

(b)

—

(0.06

)

Store closing costs, net (c)

(0.18

)

0.03

Adjusted Diluted Earnings Per Share

0.42

0.48

Note: Amounts may not foot due to rounding.

Costs incurred in connection with restructuring and elimination of certain management positions.

Gain on sale of the corporate headquarters building net of associated closing and relocation costs.

Amounts in fiscal 2026 include the closing costs and asset write-offs related to the closure of 145

underperforming stores, in accordance with the store closure plan, net of related gains on the sale of owned locations, lease assignments and early lease terminations.

The adjustments to diluted EPS reflect adjusted effective tax rates of 26.0 percent and 24.7 percent

for the quarter ended fiscal March 2026 and 2025, respectively. The adjustments to diluted EPS reflect adjusted effective tax rates of 26.0 percent and 25.0 percent for the twelve months ended fiscal March 2026 and 2025, respectively. This

represents the tax effect of non-GAAP adjustments calculated at an estimated blended statutory tax rate.

EX-99.2

Filename: d128639dex992.htm · Sequence: 3

EX-99.2

Exhibit 99.2

295 Woodcliff Drive, Suite 202, Fairport, New York 14450

CONTACT:

Investors and Media: Felix Veksler

Vice President, Investor Relations

ir@monro.com

FOR IMMEDIATE RELEASE

Monro Announces Strategic Alternatives Review to Maximize Shareholder Value

FAIRPORT, N.Y. – May 27, 2026 – Monro, Inc. (Nasdaq: MNRO), a leading provider of automotive repair and tire services,

today announced that its Board of Directors (the “Board”) has initiated a review of strategic alternatives to maximize shareholder value. In consultation with its financial and legal advisors, the Board will evaluate a broad range of

alternatives, including but not limited to asset sales, refinancing of the business, strategic acquisitions and operational improvements, or the sale of the Company.

“Monro has a strong and durable business and we are excited about the opportunities in front of us,” said Robert Mellor, Chairman of the Board.

“The Board determined that now is the right time to initiate a comprehensive review of strategic alternatives, and we are approaching this process with discipline and an open mind and guided by a commitment to maximize shareholder

value.”

“Monro has made significant progress across the business to improve performance, strengthen profitability and enhance the customer

experience,” said Peter Fitzsimmons, President and Chief Executive Officer. “The strategic review process will allow the Company to explore all options and determine the best path forward, while continuing to focus on our improvement

initiatives and deliver for our customers and shareholders.”

The strategic review is at a preliminary stage and there is no deadline or definitive

timeline set for its completion. There can be no assurance that the process will result in any transaction or other strategic outcome. Monro does not intend to make any further public comment unless and until it determines further disclosure is

appropriate or necessary.

About Monro, Inc.

Monro, Inc. (NASDAQ: MNRO) is one of the nation’s leading automotive service and tire providers, delivering best-in-class auto care to communities across the country, from oil changes, tires and parts installation, to the most complex vehicle repairs. With a focus on sustainable growth, the Company generated

approximately $1.2 billion in sales in fiscal 2026. Monro brings customers the professionalism and high-quality service they expect from a national retailer, with the convenience and trust of a neighborhood garage. Monro’s highly trained

teammates and certified technicians bring together hands-on experience and

state-of-the-art technology to diagnose and address automotive needs every day to get customers back on the road safely. For more

information, please visit corporate.monro.com.

Cautionary Note Regarding Forward-Looking Statements

The statements contained in this press release that are not historical facts may contain statements of future expectations and other forward-looking statements

made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by such words and phrases as “anticipate,” “believe,” “can,”

“continue,” “expect,” “focus,” “future,” “intend,” “may,” “opportunity,” “plan,” “strategy,” “will,” and other similar words or

phrases. All statements addressing operating performance, events or developments that the Company expects or anticipates will occur in the future, including but not limited to statements relating to the review of strategic alternatives, the

Company’s operational performance and growth strategy, and expected financial results are forward-looking statements. Forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results to

differ materially from those expressed. These risk factors and uncertainties include those more fully described under the heading “Risk Factors” in the Company’s Securities and Exchange Commission filings, including the

Company’s annual report on Form 10-K for the fiscal year ended March 28, 2026, which the Company expects to file before the end of May 2026. Except as required by law, the Company does not undertake

and specifically disclaims any obligation to update any forward-looking statement to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.

Source: Monro, Inc.

MNRO-Corp

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